The seller or the prospective landlord must make an Energy Performance Certificate (EPC) available to 'a prospective buyer or tenant' free of charge at the earliest opportunity. This can be provided electronically, where the prospective buyer or tenant consents to this. For information on when an EPC is required and whether any exemptions or exclusions apply, see Practice Note: Energy performance certificates (EPCs)—what are they and when are they required? Enforcement of the EPC regime is by the local weights and measures authorities (through trading standards officers). Officers can request that a copy of the EPC, recommendation report or inspection report is provided to them

A ‘reverse or negative earn-out’ is an alternative way of structuring an earn-out arrangement. The consideration is structured with the full amount of the purchase price being due and payable at completion but with a clawback if certain agreed upon performance targets are not achieved. If such targets are not met, the seller is required to repay to the buyer the agreed portion of the purchase price based upon the relevant adjustment computation. In contrast, an 'earn-out' is an arrangement whereby part of the consideration is calculated (after completion) by reference to the target company's/group's profits and performance for a specified period following completion (known as the 'earn-out period'). The buyer typically pays a proportion of the purchase price on the completion date with the balance paid post-completion by way of an earn-out. You may also find

The Right to Buy scheme provides secure tenants the opportunity to purchase their property at a discounted price, whether this is the freehold of their house of the lease of the flat (subject to conditions). For further guidance on Right to Buy, see Practice Note: Right to buy. Part 3 of the RICS Code of Practice (revised 2009) considers the codes of conduct applicable to the valuation process in right to

Section 152(1) of the Road Traffic Act 1988 (RTA 1988) states that no sum is payable by an insurer under RTA 1988, s 151 in respect of any judgment unless, before or within seven days after the commencement of the proceedings in which the judgment was given, the insurer had notice of the bringing of the proceedings. The legislation is clear that notice must be given by or on behalf of the claimant to an appropriate representative of the insurer or their agent. It is a condition precedent to liability by the insurance company. It does not,

Case study A contract for sale conditional on the buyer obtaining planning permission provides that 'If the condition has not been satisfied by the Long Stop Date this contract will end, but without prejudice to the rights and remedies of either party in respect of any antecedent breach'. The buyer has not used reasonable endeavours to obtain the planning permission. Does the seller have any recourse against the buyer for wasted legal costs or any other contractual remedies? Reasonable endeavours, best endeavours and reasonable endeavours An obligation to use best endeavours requires that the promisor takes all those steps in their power which are capable of achieving the desired result, in this scenario the granting of planning permission. An obligation to use best endeavours is the same as an obligation to use all reasonable endeavours. However, an obligation

Section 5 notices—General background and time-limits The Part I of the Landlord and Tenant Act 1987 (LTA 1987), gives tenants the right of first refusal when the landlord is proposing to dispose of the property. As you are aware, the landlord is statutorily obliged to issue an s 5 notice (LTA 1987, s 5) to the qualifying tenants (see Practice Note: Tenants' right of first refusal—Landlord and Tenant Act 1987 for further detail on this process). Once the s 5 notice has been issued, the landlord may not make a relevant disposal on the open market before the s 5 notice has expired. If the qualifying

A salary premium is pay in addition to annual salary or an increase in the rate of pay for particular hours, such as night work, in respect of basic hours. There is no statutory requirement to pay a salary premium to night workers and a salary premium does not count towards wages for the purposes of National Minimum Wage pay. A salary premium is therefore an entirely contractual arrangement and an employer’s obligation to pay any such premium will be dependent on the terms of the contract between the employer and worker. Obligations in relation to pregnant employees However, the query indicates that, here, the obligation to move the employee away from night work is a statutory one. Under the Management of Health and Safety at Work Regulations 1999 (MHSW Regs 1999), SI 1999/3242, employers have a general obligation to carry out a risk

We have assumed that the question relates to a licence of intellectual property rights. Licence agreements A licence in commercial agreements is a permission to deal with property and can relate to any type of asset, including technology and intellectual property. For example, see Precedents: Copyright licence—pro-licensor and Trade mark licence—pro-licensee. Standard terms in licence agreements would include the grant of the licence, the licence fee/charges, the licensee’s obligations, provisions about intellectual property rights, confidentiality, indemnification of the licensor and termination. The contract would usually be terminable on a certain date, on breach or by reason of insolvency. A termination clause will often specify

This Q&A assumes the scheme in question is an occupational pension scheme. No short service refund lump sum option Since A-day (6 April 2006), trustees of registered occupational pension schemes have been legally obliged to give early leavers with no right to a short service benefit but with at least three months' pensionable service, the right to choose between: • a refund of member contributions known as a 'short service refund lump sum'. This is a type of authorised member payment, and • a cash transfer sum. This is the cash equivalent of an early leaver's accrued benefits (taking account of both member and employer considerations), which can either be used to buy an annuity or paid into a registered pension scheme A short service refund lump sum is limited to the amount of contributions actually paid by a member. Even in the context of legislation applying to early leavers, the term 'member contributions'

A section 8 notice has to be in the form prescribed by statutory regulations under section 8(3) of the Housing Act 1988 (HA 1988) and HA 1988, s 45(1). The relevant statutory regulations are the Assured Tenancies and Agricultural Occupancies (Forms) (England) Regulations 2015, SI 2015/620, in respect of which the effect of regulations 2 and 3 is that the section 8 notice must be served in the prescribed form at Form 3 of the Schedule, or in a form substantially to the same effect. In the Court of Appeal case of Mountain v Hastings, in giving judgment Ralph Gibson LJ stated that: ‘As to the submission that the notice was defective because ground 8 was not specified by the full text of

In answering this question, it has been assumed that you are referring to a standard form B2B contract. It is important to note that the Unfair Contract Terms Act 1977 (UCTA 1977) does not apply to international supply contracts. Hence, for the purposes of this answer, it has been assumed that the contract is not of this nature. Challenge on basis of whether such payment is a penalty Parties will sometimes seek to agree in their contract what sums should be payable upon breach of a particular term or several terms. Where they do so, whether such a clause will be enforceable will depend on whether the courts construe it as: • a liquidated damages clause (enforceable), or • a penalty (unenforceable) Liquidated damages clauses are clauses whereby the parties fix in advance

This Q&A assumes that termination refers to settlement in the context of proceedings that have already been issued and in particular when those proceedings will be considered to have been brought to an end. The effect of a settlement agreement is that it will be binding on the parties in accordance with its terms and its scope. Depending on what has been drafted, the effect of a settlement agreement on litigation can be far reaching. For example, a settlement agreement can: • result in the estoppel and release of proposed or continuing claims • prevent further litigation • preserve future claims (via carves out in the settlement agreement) • bind third parties • release fraud-based claims For more information on the effects of settlement agreements, see Practice Note: Settlement agreements—the effect on litigation. The ‘Effective Date’ In a settlement agreement, the ‘Effective Date’ or ‘Commencement Date’ is the date defined in the agreement upon which the agreement comes into effect between